**Exhibit 3.3**

 

CERTIFICATEOF STOCK DESIGNATION

 

OF

 

OCEANRESOURCES, INC.

 

It is hereby certified that:

 

1.                                       The name of the corporation (the“Corporation”) is Ocean Resources, Inc.

 

2.                                       The Amended and Restated Certificate ofIncorporation of the Corporation authorizes the issuance of 20,000,000 sharesof preferred stock (“Preferred Stock”) of the Corporation having a par value of $.001 per share, and expresslyvests in the Board of Directors of the Corporation the authority to fix byresolution or resolutions the designation, number, preferences and relative,participating, optional and other special rights and the qualifications,limitations, restrictions and other distinguishing characteristics of eachseries of Preferred Stock to be issued.

 

3.                                       The Board of Directors of the Corporation,pursuant to the authority expressly vested in it as aforesaid, has adopted thefollowing resolutions creating a Series B issue of the Preferred Stock of theCorporation.

 

RESOLVED, that there shallbe authorized a series of Preferred Stock of the Corporation, to be designatedas “Series B” Preferred Stock, which will have relative rights, preferences andlimitations as follows:

 

a.                                       *Designation and Amount*.  Thedesignation of this series of Preferred Stock (“Series B Preferred Stock”)shall be “Series B Redeemable Preferred Stock”, and the total number ofauthorized shares of such series shall be 5,000,000 shares.  Subject to the provisions of the Certificateof Incorporation, such number of shares may be increased or decreased from timeto time by resolution of the Board of Directors; *provided, however,* that no decrease shall reduce the numberof shares of Series B Preferred Stock to a number less than the number ofshares of such series then issued and outstanding, plus the number of shares ofsuch series reserved for issuance upon the exercise of outstanding options,warrants or rights or the conversion or exchange of outstanding indebtedness orother securities issued by the Corporation.

 

b.                                      *Ranking*.  TheSeries B Preferred Stock shall rank (i) junior to Senior Securities, (ii) on aparity with Parity Securities and (ii) senior to any other security of theCorporation, including Common Stock (all of such securities of the Corporationto which the Series B Preferred Stock shall rank senior, including the CommonStock, being hereinafter referred to as the “Junior Securities”) withrespect to the payment of dividends and other distributions, whether prior toor in connection with a Liquidation of the Corporation.

 

c.                                       *Dividends*.  TheCorporation is not required to pay any dividends on the Series B PreferredStock.

 

d.                                      *Liquidation*.

 

(1)                                In the event of a Liquidation of theCorporation, each holder of a share of Series B Preferred Stock shall beentitled to receive, before any distribution shall be made to the holders ofJunior Securities, an amount per share equal to the Liquidation Amount; *provided, however,* that the holders of theoutstanding shares of Series B Preferred Stock shall not be entitled to receivesuch liquidation payment until the liquidation payments on all outstandingSenior Securities, if any, shall have been paid in full and the right toreceive any such payment shall be subject to the rights of any ParitySecurities to share in such payments on a pro rata basis with the Series BPreferred Stock.

 

(2)                                In the event that upon the Liquidation of theCorporation there are not sufficient assets available to permit payment in fullof the liquidation payments owing to all holders of outstanding shares ofSeries B Preferred Stock and any outstanding Parity Securities, then theholders of all such shares shall share ratably in such distribution of assetsbased on the amount that they would receive if the amounts to which the holdersof outstanding shares of Series B Preferred Stock and the holders ofoutstanding shares of such Parity Securities are entitled were paid in full.

 

e.                                       *Redemption at Option of theCorporation*.

 

(1)                                  Provided that the Corporation shall haverepaid in full the principal amount of and interest accrued on SeniorSecurities and all other amounts, if any, that are owing to the holders thereofunder the express terms of the Senior Securities, at any time following aRedemption Date the outstanding shares of Series B Preferred Stock shall beredeemable, in whole or in part, at the option of the Corporation at thefollowing redemption price (the “Redemption Price”) per share:  (a) $3.00

 

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plus (b) warrants having the right to purchase that number of CommonStock shares equivalent to the number of shares of Series B Preferred Stockredeemed, at an exercise price of $0.10 per share.  The source of funds available for such redemption shall beDistributable Cash.

 

(2)                                  As promptly as practicable after a RedemptionDate, the Corporation, by action of the Board of Directors, shall give noticeby first class mail, postage prepaid, to the holders of record of alloutstanding shares of Series B Preferred Stock, addressed to such holders atthe address shown on the books of the Corporation or any transfer agent for theSeries B Preferred Stock.  Each suchnotice shall state (i) the Redemption Date, (ii) the total number of shares ofSeries B Preferred Stock to be redeemed and, if fewer than all the shares heldby such holder are to be redeemed, the number of such shares to be redeemedfrom such holder, (iii) the Redemption Price, and (iv) the place or placeswhere certificates for shares of Series B Preferred Stock may be surrenderedfor payment of the Redemption Price.

 

(3)                                  From and after a Redemption Date, if fundsnecessary for redemption of the total number of shares of Series B PreferredStock to be redeemed shall have been irrevocably deposited or set aside for thebenefit of the holders of such shares, then such shares of Series B PreferredStock will no longer be deemed outstanding and all rights in respect of suchshares shall cease, except the right to receive the Redemption Price.  If fewer than all of the outstanding sharesof Series B Preferred Stock are to be redeemed, then Corporation shall redeem aportion of the shares of each holder determined pro rata based on the number ofshares held by each holder.

 

f.                                         *Repurchase*.

 

(1)                                  From and after a Repurchase Date, each holderof Series B Preferred Stock shall have the right, at the option of such holder,to require the Corporation to repurchase a pro rata portion of the shares ofSeries B Preferred Stock held by such holder at a price equal to the followingrepurchase price (the “Repurchase Price”) per share:  (a) $3.00 plus (b) warrants having the rightto purchase that number of Common Stock shares equivalent to the number ofshares of Series B Preferred Stock repurchased, at an exercise price of $0.10per share.  The source of fundsavailable for such repurchase shall be Distributable Cash.

 

(2)                                  As promptly as practicable after a RepurchaseDate, the Corporation shall make an unconditional offer to each holder ofSeries B Preferred Stock to purchase, in part, the outstanding shares of SeriesB Preferred Stock held by such holder at the Repurchase Price.  Such offer shall be made pursuant to anotice given by first class mail, postage prepaid, to the holders of record ofthe Series B Preferred Stock, addressed to such holders at the address shown onthe books of the Corporation or any transfer agent for the Series B PreferredStock.  Each such notice shall state (i)the Repurchase Date, (ii) the total number of shares of Series B PreferredStock which may be repurchased and, if fewer than all the shares held by suchholder may be repurchased, the number of such shares which may be repurchasedfrom such holder, and (iii) the address to which the holders of Series BPreferred Stock may elect to deliver their written acceptance of the repurchaseoffer, together with certificates for shares of Series B Preferred Stock tenderedfor repurchase.

 

(3)                                  In order to accept a repurchase offer made bythe Corporation, a holder of Series B Preferred Stock shall deliver to theCorporation at any time from and after a Repurchase Date a written acceptanceof the repurchase offer, together with certificates for shares of Series BPreferred Stock tendered for repurchase. The Corporation shall promptly accept for payment a portion of theshares of each holder who tendered its shares, determined pro rata based on thenumber of shares held by each holder, and shall pay the Repurchase Price tosuch holder by wire transfer of immediately available funds to such account asshall be specified by such holder in its written acceptance.  If the Corporation repurchases fewer thanall shares tendered for repurchase, the Corporation shall promptly deliver toeach holder tendering shares a certificate evidencing the full number of sharesnot repurchased.

 

g.                                      *Voting Rights*.

 

(1)                                  Except as set forth in paragraph g.(2) below,the holders of Series B Preferred Stock shall not be entitled to vote on anymatter submitted to a vote of the stockholders of the Corporation.

 

(2)                                  The affirmative consent of the holders of amajority of the outstanding shares of Series B Preferred Stock, voting as asingle class, given in person or by proxy, either in writing without a meetingor by vote at any meeting called for the purpose, shall be necessary in orderto authorize, effectuate or validate any of the following:

 

(a)                                  the amendment, alteration or repeal of any ofthe provisions of the Certificate of Incorporation or the Bylaws of theCorporation that adversely affects the preferences or relative, participating,optional or other special rights of the holders of shares of Series B PreferredStock; or

 

(b)                                 a Merger Transaction.

 

h.                                      *Certain Definitions*.  Asused in these resolutions, the terms set forth below have the followingmeanings:

 

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“Board of Directors”means the Board of Directors of the Corporation.

 

“Certificate ofIncorporation” means the Amended and Restated Certificate of Incorporationof the Corporation, as amended from time to time.

 

“Distributable Cash”means, for a given calendar quarter, one-half of net income from salvageoperations.

 

“Liquidation” meansany liquidation, dissolution or winding up of the affairs of the Corporation,whether voluntary or involuntary; *provided,however,* that for purposes of this definition (i) a MergerTransaction or (ii) a sale, transfer or other conveyance of all orsubstantially all of the properties and assets of the Corporation shall bedeemed a liquidation of the Corporation.

 

“Liquidation Amount”means $3.00 per share of Series B Preferred Stock.

 

“Merger Transaction”means a merger or consolidation of the Corporation into or with a corporationor other entity (i) in which the Corporation is not the sole survivingcorporation, (ii) in which shares of Series B Preferred Stock are to beconverted in whole or in part into any securities or other property, or (iii)which would result in the effectuation of, or would permit the Corporation toeffectuate after the consummation of such merger or consolidation (without theconsent of the holders of a majority of the outstanding shares of Series BPreferred Stock), any of the actions described in paragraph g.(2) above.

 

“Parity Securities”means the Series A Preferred Stock and any other class or series of securityissued by the Corporation ranking on a parity with the Series B Preferred Stockwith respect to distributions upon a Liquidation of the Corporation.

 

“Redemption Date” meansNovember 1, February 1, May 1 and August 1 of each year, at which time theCorporation determines that it has net income from salvage operations (as ofthe end of the immediately preceding calendar quarter).

 

“Repurchase Date”means November 1, February 1, May 1 and August 1 of each year, at which timethe Corporation determines that it has net income from salvage operations (asof the end of the immediately preceding calendar quarter).

 

“Senior Securities”means any class or series of security issued by the Corporation ranking seniorto the Series B Preferred Stock with respect to distributions upon aLiquidation of the Corporation.

 

RESOLVED: That thestatements contained in the foregoing resolution creating and designating the“Series B” issue of the Preferred Stock of the Corporation and fixing thenumber, powers, preferences and relative, optional, participating and otherspecial rights and the qualifications, limitations, restrictions and otherdistinguishing characteristics thereof shall be deemed to be included in and bea part of the Amended and Restated Certificate of Incorporation of theCorporation pursuant to the provisions of Sections 104 and 151 of the DelawareGeneral Corporation Law.

 

RESOLVED FURTHER:  That the officers of the Corporation arehereby authorized to file the Certificate of Stock Designation with theSecretary of State of Delaware.

 

IN WITNESS WHEREOF, theundersigned has executed this Certificate of Stock Designation as of January     , 2004.

 

 

|   | **OCEAN RESOURCES, INC.** |   |
|--------|---------------------------|--------|
|   |                      |
|   |                      |
|   |                      | By:    |   |   |
|   |                      | Name:  | Dennis McLaughlin, III |   |
|   |                      | Title: | Chief Executive Officer |   |
|        |                           |        |  |  |  |

 

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